Directors are expected to participate in all scheduled Board meetings as well as each annual general meeting. A schedule of Board meetings for the following year is circulated to the Board in advance of the financial year-end. At each quarterly meeting of the Board, there are certain standing agenda items (for example, strategy discussion, update on investment and development plans, review of risk, operations and financial reports, update on ESG progress and update on investor relations). This agenda seeks to ensure that the Board has the opportunity to have in-depth discussions on key issues across all aspects of the Group’s activities. The Chair and the Company Secretary ensure that the Directors receive clear, timely information on all relevant matters necessary to assist them in the performance of their duties. Each committee also approves a committee work plan for the following year.

The Board meets a minimum of four (4) times each calendar year and otherwise as required. Prior to such meetings taking place, an agenda and Board papers are circulated electronically via a secure Board portal to the Directors to ensure that there is adequate time for them to be read and to facilitate constructive challenge and robust and informed discussions. The portal is also used to distribute, Committee agendas and papers, reference documents and other useful resources which can be accessed by all Board Directors. The Company Secretary is responsible for the administrative and procedural aspects of the Board meetings. The Board held 18 meetings during 2024. All Board members attended all scheduled quarterly Board meetings. In accordance with Principle 13 of the UK Code, the Chair met during the year with the Non-Executive Directors without the presence of the CEO.

Board Meetings Attended/Eligible to Attend (including Ad Hoc Meetings)

1 January - 31 December 2024

Time Commitment

The Board, supported by the Nomination Committee, carefully considered the external commitments of the Chair and each of the Executive and Non-Executive Directors. As evidenced by the attendance levels, the Board is satisfied that each Director has committed enough time to be able to fulfil their duties and has capacity to continue doing so.

Information, Support and Independent Advice

Directors have direct access to the Company Secretary. The Board has also approved a procedure for Directors to seek independent professional advice at the expense of the Company, where appropriate.

Remuneration

Details of the remuneration of Directors are set out in the Report of the Remuneration Committee.

Director’s Induction

The Chair, with the support of the Company Secretary, is responsible for preparing and coordinating a comprehensive induction programme for newly appointed Directors. This is intended to give a broad introduction to the Group’s business, its areas of significant risk and to enable new Directors to understand the Company’s core purpose and values so that they can be effective Directors from the outset. As part of this induction programme, new Directors receive an information pack which includes an I-RES Group structure overview, key policies, historical financial reports, schedule of Board meetings and information on how to access the Company’s Board portal. A number of governance matters are also outlined, including Directors’ duties, conflicts of interest and Market Abuse Regulations. The Company Secretary is available to advise each Board member on queries or concerns.

As part of the CEO induction process in 2024 a comprehensive handover process was put in place with the outgoing CEO including introductory meetings with key shareholders as well as industry and political stakeholders. In addition, comprehensive governance training was included on all areas relevant for a publicly listed company.

For the incoming Non-Executive Directors in 2024, as well as the normal induction programme, Management provided a comprehensive briefing on the specifics of the Irish residential property market as they affect the Company.

Other key elements of the induction programmes included tours of the Group’s property portfolio with Senior Management in order to familiarise the new Directors with the Group’s operations, property management, the property portfolio and key stakeholders. These meetings also provided the new Directors with an opportunity to ask any questions they had on the nature and operations of the business, and on the implementation of the Group’s business strategy. The new Directors were also invited to meet with other key people at I-RES responsible for risk, insurance, internal audit, acquisitions and development, operations and financial reporting.

Development of Directors

The Nomination Committee, on behalf of the Board, assesses the training needs of the Directors on at least an annual basis. A combination of tailored Board and Committee agenda items and other Board activities, including briefing sessions, further assist the Directors in continually updating their skills, and their knowledge of and familiarity with the Company, as required to fulfil their roles. The Board also arranges for presentations from Senior Management and I-RES’ advisors on matters relevant to I-RES’ business. During the year, the Board received presentations from external experts on the Market Abuse Regulations, the requirements of the CSRD, the Double Materiality Assessment Process and the implementation process for CSRD, Anti-Money Laundering/Terrorist Financing as well as property related topics and from Management on the new UK and Irish Corporate Governance Codes and their implications for the company and the Board. They also received regular presentations from the Company’s two brokers on the Equity markets and from Management on the Political and Regulatory landscape for property in Ireland.

Independence

The independence of each of the Non-Executive Directors is considered upon appointment and on an annual basis by the Board. The Board has determined that all of the Non-Executive Directors, save Mr Phillip Burns, Ms Amy Freedman and Mr Richard Nesbitt are independent within the meaning of the Code. The Chair, Hugh Scott-Barrett, was independent on appointment within the meaning of the Code.

As disclosed in the 2023 Annual Report, having stepped down from his position as an employee of CAPREIT on 31 March 2023, the Board reviewed Mr Burns’ independence and concluded that Mr Burns should not be regarded as independent, given, in particular, his previous senior employment position at CAPREIT which continued to have a material business relationship with the Company until the termination, on 30 April 2022, of the Transitional Services Agreement between the Company and CAPREIT that had been put in place as part of the internalisation of IFML. Under the Code, such a material business relationship is considered to be a circumstance that is likely to impair, or appear to impair, a Non-Executive Director’s independence while in place and for a period of three years following its cessation.

The Board has also considered the independence of Ms Freedman and Mr Nesbitt each of whom were proposed as nominees to the Board of I-RES by Vision Capital Corporation (Vision). Having assessed the independence of each of them the Board has concluded that, given the circumstances of their appointment, Mr Nesbitt’s role on the advisory Board of Vision and the fact that Ms Freedman’s role on the Board is linked to Vision holding 3% or more of the Company’s share capital, it would not be appropriate to deem either Ms Freedman or Mr Nesbitt as independent at this time.

Re-election

In accordance with the provisions of the Code, each I-RES Director is obliged to retire at each annual general meeting and offer themselves for re-election at the annual general meeting.

Conflicts of Interest

The Board reviews potential conflicts of interest as a standing agenda item at each Board meeting. Directors have continuing obligations to update the Board on any changes to these conflicts. Section 231 of the Companies Act, 2014 requires each Director who is in any way, either directly or indirectly, interested in a contract or proposed contract with the Company to declare the nature of his or her interest at a meeting of the Directors. The Company keeps a register of all such declarations, which may be inspected by any Director, secretary, auditor or member of the Company at the offices of the Company (attention Company Secretary), South Dock House, Hanover Quay, Dublin 2, Ireland with reasonable prior notice and during normal business hours.

Subject to certain exceptions, the Articles of Association generally prohibit Directors from voting at Board meetings or meetings of Committees of the Board on any resolution concerning a matter in which they have a direct or indirect interest which is material to, or a duty which conflicts or may conflict with the interests of, the Company. Directors may not be counted in the quorum in relation to resolutions on which they are not entitled to vote.

Risk Management and Internal Control

The Board has overall responsibility for the effectiveness of the Company’s system of risk management and internal control. The management of risk is critical to the execution of the Company’s strategy. The material risks and uncertainties the Group faces across its business are key areas of Board and management focus. The Board has delegated responsibility for monitoring the effectiveness of the risk management and internal control system to the Audit Committee. The work done by the Audit Committee in this area is set out in the Report of the Audit Committee. The Board and the Audit Committee have ensured that management has maintained a robust system of risk management and internal control. The Board and the Audit Committee periodically review and consider if the risk management and internal control systems are operating effectively.

The Board confirms that there is an ongoing process for identifying, measuring and managing the significant risks, including any principal risks, and emerging risks, faced by the Group in achieving its strategic objectives, that this process has been in place for the year ended 31 December 2024 and up to the date of approval of this Report, and that this process is regularly reviewed by the Board. For further details on the principal risks being faced by the Group, please see the Principal Risks and Uncertainties Section of the Risk Report.

The process adopted complies with the guidance contained in Guidance on Risk Management, Internal Control and Related Financial and Business Reporting (2014) as published by the Financial Reporting Council.

Board Evaluation and Effectiveness

The performance and effectiveness of the Board and its Committees is reviewed on an ongoing basis and is subject to a formal and rigorous annual evaluation according to the principles of the Code. As the Company is a smaller company for the purposes of the Irish Annex, the Company is not required to engage an external facilitator to conduct the annual performance evaluation process; however, it does so on a voluntary basis every three years. In 2024 an internal Board evaluation was conducted. Full details of the 2024 internally facilitated Board evaluation are set out in the Nomination Committee Report. The last externally facilitated Board evaluation was conducted in 2023.

Engagement and Culture

Each stakeholder group requires a tailored engagement approach to foster effective and mutually beneficial relationships. By understanding stakeholders, the Board can factor the potential impact of its decisions on each stakeholder group and consider their needs and concerns. Our ambition is to build a sustainable and responsible business that is aligned with the long-term approach we take to investing, building, and maintaining our properties, supporting and servicing our residents, employees, our vendor partners and the wider community in which we operate. We will continue working with key stakeholders to further develop a responsible business.

In developing a collaborative and partner-focused organisation that clearly defines how it intends to lead, the Board and Senior Leadership Team continue to actively engage with all employees of the Company to support a company culture that promotes integrity, openness, diversity and active responsiveness with our Shareholders and wider stakeholders. Elected by our Shareholders to oversee the management of the Company, I-RES’ Board ensures that the long-term interests of shareholders are advanced responsibly, while balancing the interests of our other stakeholders, including our residents and our communities. The Board has the opportunity to assess and monitor I-RES’ company culture through ongoing engagements between the Board, and senior management of the Company and also through the engagements between Tom Kavanagh, as Workforce Engagement Director, and the wider workforce. In so doing the Board can ensure policies, practices and behaviours are aligned with the Company’s purpose, values and strategy. Examples of the Group’s engagements with shareholders, employees, residents and communities during 2024 are set out below. Full details of I-RES’ engagement activities during 2024 are set out in the ESG Report which is accessible electronically at www.iresreit.ie .